Tega Industries Ltd Directors Report

Dear Members,

Your Directors have the pleasure of presenting the 50 th Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31,2026.

Financial Snapshot

(H in Million)

	Consolidated		Standalone
Particulars	Year ended March 31,2026	Year ended March 31,2025	Year ended March 31,2026	Year ended March 31,2025
Total Income	17,735.53	16,818.05	8,593.21	9,507.40
Total Expenses	15,785.13	14,270.78	6,530.87	7,202.83
Profit before share of net profit of Joint Venture accounted for using equity method and tax	1,950.40	2,547.27	-	-
Share of net profit of Joint Venture accounted for using equity method *	60.72	44.71	-	-
Profit Before Tax	2,011.12	2,591.98	2,062.34	2,304.57
Total Tax	584.59	590.78	508.17	545.33
Profit After Tax	1,426.53	2,001.20	1,554.17	1,759.24
Other Comprehensive Income (net of tax)	1,780.91	180.60	771.26	(1.23)
Total Comprehensive Income	3,207.44	2,181.80	2,325.43	1,758.01
Basic Earnings Per Share	20.54	30.08	22.38	26.44

*Hosch Equipment (India) Limited

Financial Performance Overview of the Company

Financial Year 2025-26 was marked by continued geopolitical and economic volatility arising from the Middle East crisis and the ongoing Ukraine-Russia conflict, both of which continued to disrupt global supply chains and availability of raw material across the industry. Despite these persistent headwinds, your Company demonstrated resilience and adaptability, proactively managing sourcing, logistics, and inventory planning to minimize disruption to operations. This disciplined approach ensured that revenue from operations remained resilient, recording a moderate growth of 3%, despite geopolitical environment. The Companys Equipment business, which is more India-centric in its customer base and execution footprint, performed particularly well during the year, recording a robust year-on-year growth of approximately 25% whereas Consumable business demonstrated year-on-year steady revenue performance. Together, these segments underscore the Companys ability to draw strength from domestic demand momentum even as global conditions remained uncertain.

On a standalone basis, total income was Rs.8,593.21 million against Rs.9,507.40 million in the previous year. Profit before tax was Rs.2,062.34 million (H 2,167.98 million excluding one-time expenses) against Rs.2,304.57 million in the previous year. Profit after tax was Rs.1,554.17 million (H 1,633.78 million excluding one-time expenses towards Molycop acquisition and Labour Code impact) against Rs.1,759.24 million in the previous year.

On a consolidated basis, total income was Rs.17,735.53 million against Rs.16,818.05 million in the previous year. Profit before tax stood at

H 2,011.12 million (H 2,850.12 million excluding one-time expenses towards Molycop acquisition and Labour Code impact) against Rs.2,591.98 million in Financial Year 2024-25. Profit after tax was Rs.1,426.53 million (H 2,084.86 million excluding one-time expenses).

Taken together, these results demonstrate the Companys ability to navigate a demanding external environment while continuing to strengthen its market position and deliver sustained value to its stakeholders.

A significant portion of the Companys products and services caters to the gold and copper mining sectors, both of which continued to benefit from a buoyant commodity cycle. Gold continued to serve as a reliable asset class and a key portfolio diversifier, sustaining strong investment-led demand, while copper, owing to its exceptional durability and high conductivity, remained indispensable to the global energy transition and continued to see robust offtake.These favorable commodity fundamentals translated into healthy customer capex and maintenance spending, enabling the Companys order book to grow by a strong 17% year-on-year, reflecting sustained focus on operational excellence, innovation, and customer satisfaction. Building on this healthy order book, the Companys continued emphasis on supply chain stabilization, market responsiveness, and customer-centricity positions it well for sustained growth and reinforces investor confidence. Tega remains well positioned to deliver another year of consistent progress through resilience, adaptability, and balanced execution.

Acquisition of Molycop

As your Company embarks on its 50 th year of operations, the acquisition of Molycop stands as a defining milestone in your Companys journey—reflecting five decades of commitment to innovation, engineering excellence and customer partnership. This transformational combination not only strengthens your Companys position as a leading global provider of critical mining solutions but also creates a stronger platform for long-term growth and value creation.

The strategic acquisition of Molycop, was completed on June 01, 2026, signifying a landmark development in your Companys growth journey and a significant step going forward towards building a broader, more integrated mining solutions platform. Molycop is one of the most recognised names in the global mining industry, with a heritage spanning over a century. It is a leading provider of grinding media, process optimisation solutions and mining technologies, supporting some of the worlds largest mining operations. This acquisition brings together two highly complementary businesses, combining Molycops strong technical expertise, global operating footprint and long-standing customer relationships with Tegas established capabilities in mineral processing solutions. As a globally recognised leader in grinding media, Molycop strengthens your Companys position within the critical comminution circuit and expands your Companys participation in an important segment of the mining value chain. Molycops process optimisation, instrumentation and technology-enabled capabilities would enhance your Companys ability to support customers in improving plant performance, operational visibility and productivity. With an extensive manufacturing and service network across major mining jurisdictions, the acquisition enhances customer proximity and service delivery while leveraging global expertise. The acquisition also adds deep technical and application knowledge across metallurgy, comminution and mineral processing, strengthening your Companys ability to develop innovative, application-specific solutions. As mining operations increasingly focus on efficiency, optimisation and sustainable productivity, the combined portfolio enables your Company to offer a broader suite of solutions across adjacent stages of the mineral processing value chain.This acquisition not only expands your Companys technology-led offerings beyond physical consumables but also provides a stronger platform for future growth, value creation and deeper customer engagement.

Looking ahead, the addition of Molycop reinforces your Companys position as a trusted partner to the global mining industry, enhancing its ability to deliver deeper technical expertise, innovative technologies and customer-centric solutions that address the evolving needs of mining operations worldwide. Building on its proud legacy, your Company, is well positioned to shape the future of mining through operational excellence, sustainable growth and continuous innovation.

Dividend and its Distribution Policy

The Board of Directors has recommended a final dividend of Rs.2/- per equity share i.e., 20% on the equity shares of the Company of face value of H10/- each for the Financial Year ended March 31,2026, subject to approval of the members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations), a Dividend Distribution Policy has been adopted by your Companycovering, inter alia, the parameters for the declaration of dividend, utilization of retained earnings, the procedure for dividend declaration, etc. and it was last reviewed and amended on May 15, 2025. The Policy is available on the website of your Company at the following web-link: https://www.tegaindustries. com/images/articles/pdf/Dividend_Distribution_Policy.pdf

The dividend payout for the year under review is in accordance with your Companys Policy to pay sustainable dividends linked to the long-term growth objectives of your Company to be met by internal cash accruals. Your Companys strong performance over the years, on the back of meticulous execution, is reflected in its consistent combination of high growth and profitability. Our focus is on ensuring a sustainable and profitable financial position. We also understand that our stakeholders expect us to deliver long-term growth riding on a solid strategy and prudent business decisions and are looking for good returns on their investments.

Operations

During the Financial Year 2025-26, your Company has strengthened its manufacturing and operational capabilities through capacity expansion, process optimisation and digital integration to support growing customer demand. The capacity enhancement initiatives, including the ongoing development of a new manufacturing facility in Chile and expansions at existing plants, were undertaken to support future growth. Operational excellence remained a key focus, driven by the Tega Industries Business Excellence Model (TIBEM) & Total Quality Management (TQM) deployment, automation and real-time process monitoring, resulting in improved productivity, quality, efficiency and reliability. Your Company continued to maintain high standards of quality through globally aligned processes, robust controls and increasing adoption of advanced manufacturing technologies. Further, your Company also reinforced supply chain resilience through enhanced risk management and business continuity planning, while maintaining a strong commitment to safety, environmental stewardship and sustainable operations. Collaboration between Research & Development (R&D), engineering and manufacturing teams continued to support product innovation, process improvement and the development of customer-focused solutions.

Human Resources

Your Company believes that the employees remain at the heart of its success, driving performance through dedication, collaboration and a shared commitment to excellence. During the year, your Company has strengthened its talent acquisition processes, enhanced Human Resource (HR) systems and continued to invest in its employee development through technical, functional, digital, compliance and leadership training programmes. Your Company is focused on building a future-ready leadership pipeline through structured talent reviews, development plans and targeted managerial capability-building initiatives. Employee well-being, inclusion and engagement remained key priorities, supported through enhanced healthcare benefits, wellness programmes, recognition initiatives and a merit-based approach to talent

management. During the year under review, your Company has also deepened its engagement with academic institutions to strengthen the future talent pipeline. The Company maintained a strong focus on workplace safety through regular training, awareness programmes, emergency preparedness drills and technology- enabled safety reporting mechanisms. These initiatives reflect your Companys continued commitment to fostering a safe, inclusive and high-performing workplace while building organisational readiness for sustainable growth.

Business Responsibility & Sustainability Report

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, your Company has prepared the Business Responsibility and Sustainability Report (BRSR), in the format as specified and updated by SEBI. The BRSR forms an integral part of this Report and is attached as Annexure - I.

Your Company, in adherence with the valued tradition of Partnerships in Practice, has committed to partner responsibly with all relevant stakeholders throughout the value chain for creating a better and sustainable future. We think that any Companys growth strategy should be illuminated by the Triple Bottom Line, which speaks of economic, social, and environmental sustainability. While recognizing the importance of Environmental, Social, and Governance (ESG) stewardship as fundamental to our mission, we are striving to implement international benchmarks and enhance our intra-company ESG initiatives and practices. Our commitment extends to improving workforce diversity, equity, inclusion, health, safety, and community well-being.

We practice inclusive growth, where we make sure that our progress is reflected in both our internal and external stakeholders well-being as well as the environment, on which we depend for all our natural resources. Through our customized innovative engineering solutions, we are striving to add value to clients processes in multiple ways that lead us to a greener future for a greener Earth. Further, as per the SEBI Listing Regulations, your Company has undertaken Limited assurance of the BRSR Core indicators from Grant Thorton Bharat LLP Independent Assurance provider and the same has been uploaded on the website of the Company at https://www.tegaindustries.com/assets/pdfs/ int/2026/20260825_l25359.pdf

Particulars Of Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow

The particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outflow as required under Section l34(3)(m) of the Companies Act, 2013 (hereinafter referred to as the Act) are given in Annexure - II and form part of this Report.

Corporate Social Responsibility

At Tega, our CSR approach, goes beyond traditional philanthropy and is anchored in holistic community development by dedicating resources toward impactful social development initiatives.The CSR Committee of your Company has formulated and recommended to the Board a CSR Policy, which has been duly approved. The

Policy identifies key focus areas like education, health, protection of national heritage, rural transformation, environmental sustainability and other activities as specified in Schedule VII of the Act.

The Annual Report on CSR activities for the year under review is set out in Annexure III of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy is available on the Companys website at: https:// www.tegaindustries.com/investors/policies/corporate_social_ responsibility_policy.pdf.

Risk Management

Risk Management at your Company forms an integral part of Management focus. The Risk Management Policy of the Company, which is approved by the Risk Management Committee (RMC) and the Board of Directors, provides the framework of Enterprise Risk Management (ERM) by describing mechanisms for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. The ERM framework identifies, evaluates, manages and reports risks arising from the Companys operations and exogenous factors. Your Company has deployed both bottom- up and top-down approaches to drive enterprise-wide risk management. The Leadership team as well as the RMC identifies and assesses long-term, strategic and macro risks for the Company. The RMC oversees the risk management process in the Company. The RMC is chaired by an Independent Director. Further, the Chairman of the RMC briefs the Board at its meetings about the significant discussions at each of the RMC meetings. This robust governance structure has also helped in the integration of ERM with the Companys strategic planning process where emerging risks are used as inputs. Considering the volatility, uncertainties and unprecedented challenges involved in the businesses, risk management has gained more importance over the last few years, and it is imperative to manage and address such challenges effectively. The Company Secretary and Compliance Officer is also the Chief Risk Officer of the Company.

Internal Control Systems

In terms of the provisions of Section 134(5) of the Act, the Directors have an overall responsibility for ensuring that your Company has implemented a robust system and framework of Internal Financial Controls.Your Company has an Internal Financial Controls (IFC) framework, commensurate with the size, scale, and complexity of your Companys operations. The Board of Directors of your Company is responsible for ensuring that IFC have been laid down and such controls are adequate and operating effectively. The internal control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies.

Your Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned with business requirements, risk based internal audits, risk management framework and whistle blower

WKTNBISHPS N Muicnci

mechanism.Your Company has already developed and implemented a framework for ensuring internal controls over financial reporting. Your Company has also prepared Risk Control Matrix (RCM) for each of its key processes and periodically reviews the adequacy and effectiveness of its risk management system to ensure the effectiveness and proactive action by the RCM considering the rapidly changing business environment and evolving complexities. During the period under review, your Company remained vigilant about rapid shifts in industry requirements, dynamic geo-political environment, increasing impacts of climate change and swiftly evolving regulatory landscape, thereby integrating risk identification and mitigation, which further enabled to test the controls, and no reportable significant deficiency / material weakness was observed.

Your Company has appointed M/s. BDO India LLP as its Internal Auditors. Based on the risk profile of the business activities, the Internal Auditors develop an Annual Internal Audit Plan, which is reviewed and approved by the Audit Committee.The internal audit function assesses the adequacy and effectiveness of the internal control systems and reviews compliance with applicable policies, procedures, and operating practices across the Company and its subsidiaries. Significant audit observations, together with corrective actions taken by the management, are periodically placed before the Audit Committee. The Audit Committee reviews the reports submitted by the Internal Auditors on a quarterly basis.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for Financial Year 2025-26 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations, as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditors Report thereon forms part of this Report. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate annual accounts in respect of subsidiaries are available on the website of the Company.

Share Capital and Changes in Capital Structure

As on March 31, 2026, the total paid up Equity Share Capital of your Company is H75I.27 million divided into 7,51,27,698 equity shares of Rs.10/- each. The total shareholding of the Promoter(s) of your Company is 67.50% and none of the Promoters/ Promoter Group shareholding is under pledge. Further, in compliance with Regulation 31(2) of the SEBI Listing Regulations, the entire shareholding of Promoter(s) is in dematerialized form.

During the Financial Year under review, the Company raised an aggregate amount of H17,132.86 million through a preferential issue of equity shares in accordance with the provisions of Sections 42 and 62(1)(c) of the Act, read with the rules made thereunder, the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations), and other applicable laws and regulations. Pursuant to the approval accorded by the Members of the Company through an Extraordinary General Meeting held on October 10, 2025, the Board of Directors of the Company, at its meeting held on November 28, 2025, approved the allotment of 85,92,206 fully paid-up equity shares of face value of Rs.10/- each at an issue price of Rs.1,994/- per equity share, including a securities premium of Rs.1,984/- per equity share, on a preferential basis to the identified allottees.

As on March 31,2026, the total Authorised Share Capital of your Company is Rs.1,050 million divided into 10,50,00,000 (Ten Crore Fifty Lakh) equity shares of Rs.10/- each.

The Board of Directors at their meeting held on February 28, 2025, accorded their approval to re-classify the Authorised Share Capital of the Company by way of cancelling unissued Authorised Preference Share Capital and increasing the Authorised Equity Share Capital. The re-classification of the Authorised Share capital and consequent alteration in the Capital Clause of Memorandum of Association of the Company was approved by the Members of your Company through Postal Ballot on April 02, 2025.

Transfer to General Reserves

Your Directors do not propose to transfer any amounts to the general reserves of your Company, instead they have recommended to retain the entire amount of profits for the Financial Year ended March 31,2026, in the Profit and Loss account.

Your Company did not have any amounts due or outstanding as at the Balance Sheet date to be credited to the Investor Education and Protection Fund.

Deposits

Your Company has not accepted any deposits from the public and consequently, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014 as on March 31,2026.

Subsidiaries, Joint Ventures And Associate Companies

In accordance with the provisions of Section 129 of the Act, the Consolidated Financial Statements of your Company and all its subsidiaries and Joint Venture have been prepared and form part of this Report. Further, the statement on the performance and financial position of each subsidiary and Joint Venture and salient features of their Financial Statements, in the prescribed Form AOC -1, is annexed to the Report.

Further, in accordance with the provisions of Section 136 of the Act, read with the SEBI Listing Regulations, the Audited Financial Statements, including the Consolidated Financial Statements and related information of your Company and Financial Statements of the subsidiary companies are available on the website of the Company at https://www.tegaindustries.com/

As on March 31, 2026, your Company had 22 (twenty-two) subsidiaries (one in India and twenty-one overseas) and l(one) Joint Venture. There has been no material change in the nature of the business of the subsidiaries.

Financial

Statements

During the year under review, the following have become the subsidiaries of your Company:

Tega MC Investment Pte. Ltd. with effect from November 18, 2025, Tega MC JV Holdings Pte. Ltd., Tega MC SG Holdings Pte. Ltd., Tega MC SG Investments I Pte. Ltd., Tega MC SG Investments II Pte. Ltd., Tega MC SG Investments III Pte. Ltd., Tega MC Global Holdings Pte. Ltd., Tega MC Australia Holdings Pty Ltd., with effect from November 28, 2025 and Tega MC Canada HoldCo Corp. with effect from March 03, 2026, and Tega MC US Inc. with effect from March 04, 2026.

During the period under review, the Board approved the voluntary de-registration ofTega Industries Australia Pty Ltd, a wholly owned subsidiary of the Company, together with the reduction of its share capital by way of return of capital to the Company, in accordance with the applicable laws of the relevant jurisdiction. Since the subsidiary was not material to the Company, the de-registration and capital reduction are not expected to have any material impact on the Companys business operations or financial position. Thereafter, the Australian Securities & Investments Commission (ASIC), has de-registered Tega Industries Australia Pty Ltd, with effect from June 02, 2026.

Further, your Company has also incorporated another wholly owned subsidiary in India under the name, Tega Solutions Limited with effect from April 01, 2026. These incorporations were undertaken in line with the Companys strategic business and growth objectives and in compliance with the applicable provisions of the Act and other applicable laws.

Your Company has formulated a Policy for determining Material Subsidiaries in accordance with the provisions of the SEBI Listing Regulations and the said Policy was last reviewed and amended on May 15, 2025.

The Policy is available on your Companys website at the following link: https://www.tegaindustries.com/images/articles/pdf/Policy_

for_Determining Material_Subsidiaries.pdf

Related Party Transactions

During the year under review:

a) All contracts / arrangements / transactions entered by your Company with related parties were in its ordinary course of business and on an arms length basis.

b) There were no material related party transactions which required prior approval of the Members.

c) Your Company has not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section I34(3)(h) read with Section 188 of the Act and the Companies (Accounts) Rules, 2014.

d) There were no materially significant related party transactions which could have potential conflict with the interests of your Company at large.

The Policy on Related Party Transactions was last reviewed and amended on May I5, 2025. The Policy is available on your Companys website at the following web-link: https://www.

tegaindustries.com/images/articles/pdf/POLICY_ON_RELATED_

PARTY_TRANSACTIONS.pdf

Members may refer to Note No. 37 of the Standalone Financial Statements which sets out related party disclosures pursuant to Ind AS.

Inter-Corporate Loans and Investments

Details of loans, guarantees and investments covered under the provisions of Section I86 of the Act are given in the notes to the Financial Statements.

Annual Return

Pursuant to Section 92(3) read with Section I34(3)(a) of the Act, the Annual Return of your Company is available at www. tegaindustries.com .

Credit Rating

During the Financial Year under review, the credit ratings for the credit facilities availed by your Company remained strong, as ascribed by CRISIL Ratings Limited (CRISIL), Rating Agency, reflecting your Companys financial discipline and prudence in management. The credit rating of your Company as given by CRISIL was follows:

Long Term Rating	CRISIL AA-/Stable
Short Term Rating	CRISIL AI +

Subsequent to the close of the Financial Year, your Companys credit ratings were reviewed by CRISIL and ICRA Limited (ICRA), Rating Agencies.As on the date of Report, the credit rating ascribed by the Rating Agencies are as follows:

Long Term Rating	CRISIL A+/Stable	ICRA A+
Short Term Rating	CRISIL AI	ICRA AI

The revision in the rating has been primarily attributed to increase in debt undertaken for the acquisition of Molycop.At the same time, the rating agencies have recognized the significant strengthening of your Companys business risk profile arising from the acquisition, reflecting Molycops global leadership in the grinding media business, its complementary product portfolio, and the enhanced geographic diversification of the combined entity. The rating rationale further acknowledges that the acquisition is expected to strengthen your Companys scale of operations, reinforce its global market position, and broaden its product offerings, thereby supporting its long-term growth strategy. The Board remains confident that the strategic benefits of the acquisition, together with your Companys continued focus on operational excellence, prudent financial management, and deleveraging initiatives, will strengthen its financial profile and support sustainable value creation for all stakeholders over a period.

Board Meetings

Your Company follows the practice of drawing up an annual calendar for Board and Committee Meetings to ensure the presence of maximum number of Directors in all the Meetings. The primary business of the Board consists of evolving strategy,

WKTNBISHPS N Muicnci annual business plans, review of actual performance and course correction, and any other matter as may be deemed fit. The role of the Board also includes structuring, investment, and business re-organization. Matters such as capital expenditure, recruitment of senior level personnel, safety and environment, HR related developments, compliance with status and risk management are also reviewed by the Board from time to time.

The Board met 11 (eleven) times during the Financial Year under review. The intervening gap between the meetings was within the period stipulated under the Act and the SEBI Listing Regulations. The details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the period under review and Directors attending the same are given in the Corporate Governance Report forming part of this Report.

Committees of the Board

Pursuant to various requirements under the Act and the SEBI Listing Regulations, the Board of Directors has constituted/ reconstituted (whenever necessitated) various committees such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. During the year under review, there were no instances when the recommendations of the Committees were not accepted by the Board.

The details of composition, terms of reference, etc., pertaining to these Committees are mentioned in the Corporate Governance Report.

Further, three Committees have been constituted by the Board of Directors (i) the Finance & Operations Committee for operational convenience in handling day-to-day banking and operations related matters; (ii) Sustainability Committee, to oversee and drive sustainability initiatives within the organization; and (iii) Supervisory Committee, for the purpose of scrutinizing all acquisition related documentation, overseeing legal compliance and maintaining conflict-free and justified decision making with respect to acquisition.

Directors

The Board has an optimum combination of Executive, NonExecutive and Independent Directors. As on March 31, 2026, the Board comprised of 7 (seven) Directors, including 4 (four) Non-Executive Independent Directors, 2 (two) Non-Executive Directors and 1 (one) Executive Director.

Further, as on the date of this Report, consequent upon the completion of his first term as a Non-Executive Independent Director on April 30, 2026, Mr. Jagdishwar Prasad Sinha (DIN: 02345086) has been re-appointed for a second term of 5 (five) consecutive years as a Non-Executive Independent Director, with effect from May 01, 2026, through Postal Ballot for which the results were declared on April 18, 2026.

In accordance with the provisions of Section 152 of the Act and the relevant Rules and your Companys Articles of Association, Mr. Madan Mohan Mohanka (DIN: 00049388) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible,

offers himself for re-appointment. The Board of Directors of your Company recommends the re-appointment of the above Director.

The brief details of the Director who is proposed to be reappointed has been furnished in the Notice of the ensuing AGM.

Your Company has received necessary declaration from each of the Independent Directors in accordance with Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16( 1 )(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. The Board of Directors are of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of your Company. Disclosures with respect to the Familiarisation Programmes for Independent Directors are available on the link: https://www.tegaindustries.com/images/articles/pdf/ Familiarization-Programme-for-Independent-Directors.pdf

Pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019 effective from December 01, 2019, the Independent Directors of your Company have registered themselves with the Databank maintained by the Indian Institute of Corporate Affairs (IICA) and their names presently stands included in the Databank of IICA.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as of March 31,2026 -

1) Mr. Mehul Mohanka (DIN: 00052134), Managing Director and Group CEO.

2) Mr. Sharad Kumar Khaitan, Chief Financial Officer (CFO).

3) Ms. Manjuree Rai, Company Secretary & Compliance Officer.

As on the date of this Report, Mr. Sharad Kumar Khaitan, resigned as Chief Financial Officer of the Company with effect from May 05, 2026. In order to ensure continuity in the financial management and financial operations of the Company, the Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Shyama Prasad Ganguly, as an Interim Chief Financial Officer, designated as Key Managerial Personnel (KMP) of the Company, with effect from May 06, 2026. Subsequently, the Board of Directors, based on the recommendation of the Nomination & Remuneration Committee and Audit Committee, appointed Mr. Ravi Narayan Joshi as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from August 06, 2026. Consequent to the said appointment, Mr. Shyama Prasad Ganguly ceased to hold the position of Interim Chief Financial Officer of the Company with effect from August 06, 2026. The

Board places on record its sincere appreciation for the valuable services and contributions rendered by Mr. Shyama Prasad Ganguly during his tenure as Interim Chief Financial Officer of the Company.

During the year under review, your Company has received 1 (one) whistle blower complaint, which has been promptly resolved by the Company.

Board Evaluation

Pursuant to the provisions of the Act and Regulation 17 of the SEBI Listing Regulations, the Board has carried out the evaluation of its own performance and that of its Committees as well as evaluation of performance of the individual Directors. Further, the Independent Directors at their meeting reviewed the performance and role of Non-Independent Directors and the Board as a whole and Chairperson of your Company. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached to this Report.

Nomination & Remuneration Policy

The Board of Directors of your Company has adopted a Policy on Selection & Remuneration of Directors, Key Managerial Personnels and other employees based on the recommendation of the Nomination & Remuneration Committee pursuant to the provisions of Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations. This policy lays down the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (Executive/Non- Executive) and the criteria for determining the remuneration of the Directors, Key Managerial Personnels (KMPs) and other employees. The Policy, last reviewed and amended on December 19, 2024, may be accessed on the link: - https://www.tegaindustries.com/ images/articles/pdf/Nomination_and_Remuneration_Policy.pdf

Vigil Mechanism and Whistle Blower Policy

Your Company has formulated an effective whistleblower mechanism enabling stakeholders, including individual employees and their representative bodies, to communicate their concerns about illegal or unethical practices freely. Your Company has also established a vigil mechanism for stakeholders to report concerns about any unethical behavior, actual or suspected fraud or violation of the Companys Code of Business Conduct.

Your Company has also codified Whistle-Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, in order to encourage Directors and employees of your Company to escalate to the level of the Audit Committee any issue or concerns impacting and/or compromising with the interest of your Company and its stakeholders in any way. Your Company remains committed to upholding the highest standards of ethical, moral, and legal business conduct, along with fostering a culture of open communication. It has established appropriate mechanisms to provide adequate safeguards against any form of reprisal or victimization of employees who, in good faith, raise concerns or report instances of misconduct through the whistleblower framework.The Policy is available on the Companys website : https://www.tegaindustries.com/images/articles/pdf/

Whistle_Blower_Policy.pdf

Prevention Of Sexual Harassment Of Women at Workplace

Your Company maintains a zero-tolerance approach towards sexual harassment in the workplace and is committed to providing a safe and respectful working environment for all employees. In line with this commitment, your Company has adopted a Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). Your Company is also in full compliance with the requirements of the POSH Act, including the constitution of an Internal Committee to address and redress complaints in a timely and effective manner.

The Policy on Prevention of Sexual Harassment of Women at Workplace, is available on the Companys website at https://www. tegaindustries.com/assets/pdfs/int/2026/Q1/20260630_170840. pdf . To promote awareness and sensitivity on this subject, your Company conducts regular awareness and training sessions. Such sessions are organized during the induction of new employees and are also held periodically for existing employees through both online and in-person modes. These initiatives are aimed at fostering a safe, respectful, and inclusive workplace environment. During the year under review, the details of number of complaints received by the Company are as follows:

Compliance with the Maternity Benefit Act, 1961

During the period under review, your Company has complied with all the applicable provisions relating to the Maternity Benefit Act, 1961 and has systems and processes in place to ensure ongoing compliance.

Particulars Of Employees and Related Disclosures

The disclosures required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as Annexure - IV. The statement containing particulars of employee remuneration as required pursuant to the provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of

Sl. No.	Particulars	Number
1.	Number of complaints of sexual harassment received during the year	1
2.	Number of complaints of sexual harassment disposed of during the year	1
3.	Number of cases pending for more than 90 days	Nil

Managerial Personnel) Rules, 2014, forms part of this Report. In terms of Section 136 of the Act, the Annual Report is being sent to the members, excluding the aforesaid statement. The statement is open for inspection upon request by the members, and any member desirous of obtaining the same may write to the Company Secretary at compliance.officer@tegaindustries.com

Material Changes and Commitments

During the period under review, pursuant to the approval of the Board of Directors at their meeting held on November 28, 2025, your Company undertook the acquisition, directly or indirectly, of the equity interests of the Molycop group (comprising direct and indirect subsidiaries of AIP MC Holdings LLC and their respective investments, including joint ventures). Thereafter, subsequent to the satisfaction of all applicable conditions precedent, including requisite regulatory and anti-trust approvals, the transaction was successfully completed on June 01,2026.

As on the date of this Report, the acquisition of Molycop is considered a transformational and defining milestone in your Companys history. The transaction not only significantly broadens your Companys participation across the mining and mineral processing value chain but also positions it among a select group of globally diversified mining solutions providers with an end- to-end offering for customers across critical stages of mineral beneficiation.Your Company presently holds approximately 84% of the controlling stake in Molycop group.

This transformative acquisition marks a defining moment in your Companys growth journey and represents a compelling strategic fit that substantially enhances the breadth, depth and global relevance of your Companys offerings. Molycop, with a legacy spanning more than a century and an established presence across key mining jurisdictions worldwide, is one of the most recognised and respected names in the global mining industry. The acquisition creates a unique combination of two highly complementary businesses, bringing together Tegas leadership in screening, separation, material handling and wear management solutions with Molycops global leadership in grinding media, comminution, process optimisation, technology-abled capabilities and metallurgical expertise.

The transaction significantly expands your Companys participation across the mineral beneficiation value chain, enabling it to provide customers with a more integrated and comprehensive suite of solutions across virtually the entire mining and mineral processing circuit. Beyond broadening the product portfolio, the acquisition strengthens your Companys technical capabilities, innovation ecosystem, digital and process optimisation offerings, manufacturing footprint and customer engagement model. The combined platform is expected to unlock enhanced value for customers through improved operational efficiency, productivity and process performance, while further deepening long-term customer relationships across global mining markets.

The Board believes that the acquisition of Molycop is a landmark transaction that positions your Company amongst the most comprehensive mining solutions providers globally. By combining complementary technologies, products, technical expertise and global reach, the acquisition establishes a stronger and more resilient platform for sustainable growth, accelerates your Companys strategic ambition of becoming a full-spectrum mining solutions partner, and is expected to create significant long-term value for all stakeholders.

Corporate Governance

Your Company ensures that it evolves and follows the corporate governance guidelines and best practices in order to boost long term members value. Your Company also ensures disclosure of timely and accurate information regarding the operations and performance, leadership and governance of the Company. Pursuant to the provisions of the SEBI Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with all the relevant statutory provisions, forms part of this Report and is enclosed as Annexure - V.

Statutory Auditors and their Audit Report

In terms of the provisions of Section 139 of the Act read with the relevant rules made thereunder, on the recommendation of the Audit Committee and the Board of Directors post obtaining approval from the members at the 48 th AGM, your Company appointed M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 00I076N/N5000I3) as the Statutory Auditors of your Company for a term of 5 (five) consecutive years, from the conclusion of the 48 th AGM till the conclusion of the 53 rd AGM.

The Reports given by the Statutory Auditors, M/s Walker Chandiok & Co LLP, Chartered Accountants, on the Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2026, forms part of this Annual Report. The said Report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer.

The Statutory Auditors of your Company have not reported any fraud in terms of the provisions of Section 143(12) of the Act.

Cost Auditors

In terms of the provisions of Section I48 of the Act, read with the relevant rules made thereunder, your Company is required to have an audit of its cost records conducted by a Cost Accountant in practice.

Accordingly, the Board of Directors of your Company based on the recommendation of the Audit Committee, has approved the appointment of M/s Mani & Co. as the Cost Auditors of your Company for the Financial Year 2026-27. As required under the Act, a resolution seeking ratification of the remuneration payable to the Cost Auditors for the Financial Year 2026-27, forms part of the Notice convening the ensuing AGM.

Secretarial Auditors

In terms of the provisions of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, based on the recommendation of the Audit Committee and the Board of Directors, the Members of the Company, at the 49 th AGM held on September 19, 2025, approved the appointment of Mrs. Sweety Kapoor, Practising Company Secretary (Membership No. FCS 6410, Certificate of Practice No. 5738) holding a Peer Review Certificate No. 6742/2025, as Secretarial Auditor of the Company, for a term of 5 (five) consecutive years i.e. from Financial Year 2025-26 to Financial Year 2029-30.

The Secretarial Audit Report for the Financial Year ended March 31, 2026, issued by Mrs. Sweety Kapoor, does not contain any qualification, reservation or adverse remark or disclaimer and the same forms part of this Annual Report as Annexure - VI.

During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under the relevant provisions of the Act in the Directors Report is not applicable.

Compliance Of Secretarial Standards

Your Company has in place proper systems and processes to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and such systems are adequate and operating effectively.

Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section I34(3)(c) read with Section 134(5) of the Act in the preparation of the Annual Accounts for the year ended March 31,2026, and state that:

(i) In the preparation of the Annual Accounts for the Financial Year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(ii) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the Financial Year and of the profit of your Company for the year.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(iv) They have prepared the Annual Accounts for the Financial Year ended March 31,2026, on a going concern basis.

(v) They have laid down Internal Financial Controls to be followed by your Company and that such Internal Financial Controls are adequate and are operating effectively.

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws to your Company and the systems are adequate and operating effectively.

General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• There has been no change in the business of your Company.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There is no instance of one-time settlement with any Banks/ Financial Institutions.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Acknowledgements

The Directors appreciate the hard work, dedication, and commitment of all its employees including workmen at the plants towards the success of your Company. The Directors also acknowledge the support extended by the Companys Members and would also like to thank the Financial Institutions, Banks, Government Authorities, customers, vendors and other stakeholders for their continued support and co-operation.

On behalf of the Board of Directors

	Sd/-
	Madan Mohan Mohanka
Place: Kolkata	Chairman
Date: August 06, 2026	DIN:00049388